PEDEVCO CORP. (NYSEMKT:PED) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM 3.01NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On May 3, 2017, PEDEVCO Corp. (the Company) received notice from
the NYSE MKT LLC (the Exchange) that, as a result of the Companys
one-for-ten reverse split of its outstanding common stock that
took effect on April 7, 2017, the Company has regained compliance
with Section 1003(f)(v) of the NYSE MKT Company Guide (Company
Guide), which requires the thirty day average closing price per
share of the Companys common stock to be at or above $0.20 per
share. The Exchange previously notified the Company
that it was out of compliance with this continued listing
standard on November 3, 2016, as reported by the Company in a
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on November 9, 2016.
the NYSE MKT LLC (the Exchange) that, as a result of the Companys
one-for-ten reverse split of its outstanding common stock that
took effect on April 7, 2017, the Company has regained compliance
with Section 1003(f)(v) of the NYSE MKT Company Guide (Company
Guide), which requires the thirty day average closing price per
share of the Companys common stock to be at or above $0.20 per
share. The Exchange previously notified the Company
that it was out of compliance with this continued listing
standard on November 3, 2016, as reported by the Company in a
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on November 9, 2016.
In addition, on May 3, 2017, the Company received notice from the
Exchange that the Company is not in compliance with Sections
1003(a)(i), (ii) and (iii) of the Company Guide since it reported
stockholders equity of less than $2,000,000 at December 31, 2016
and has incurred net losses in its five most recent fiscal years
ended December 31, 2016. The Exchange previously notified the
Company that it was out of compliance with the Exchanges
$6,000,000 minimum stockholders equity standard under Section
1003(a)(iii) on December 27, 2016, as reported by the Company in
a Current Report on Form 8-K filed on December 30, 2016. As
previously reported by the Company in a Current Report on Form
8-K filed on February 17, 2017, the Company submitted a plan of
compliance (Plan) to the Exchange designed to regain compliance
under Section 1003(a)(iii) of the Company Guide, which was
accepted by the Exchange on February 13, 2017, and which Plan, if
achieved as contemplated, would increase the Companys
stockholders equity well-above the Exchanges minimum continued
listing standards required under Sections 1003(a)(i), (ii) and
(iii) of the Company Guide. As such, no new or revised Plan is
required to be submitted by the Exchange at this time, and the
Company believes it is making progress consistent with the
Exchange-approved Plan.
Exchange that the Company is not in compliance with Sections
1003(a)(i), (ii) and (iii) of the Company Guide since it reported
stockholders equity of less than $2,000,000 at December 31, 2016
and has incurred net losses in its five most recent fiscal years
ended December 31, 2016. The Exchange previously notified the
Company that it was out of compliance with the Exchanges
$6,000,000 minimum stockholders equity standard under Section
1003(a)(iii) on December 27, 2016, as reported by the Company in
a Current Report on Form 8-K filed on December 30, 2016. As
previously reported by the Company in a Current Report on Form
8-K filed on February 17, 2017, the Company submitted a plan of
compliance (Plan) to the Exchange designed to regain compliance
under Section 1003(a)(iii) of the Company Guide, which was
accepted by the Exchange on February 13, 2017, and which Plan, if
achieved as contemplated, would increase the Companys
stockholders equity well-above the Exchanges minimum continued
listing standards required under Sections 1003(a)(i), (ii) and
(iii) of the Company Guide. As such, no new or revised Plan is
required to be submitted by the Exchange at this time, and the
Company believes it is making progress consistent with the
Exchange-approved Plan.
Receipt of the letter does not have any immediate effect upon the
listing of the Companys common stock, provided that in order to
maintain its listing on the Exchange, the Company must continue
to make progress consistent with the Plan previously approved by
the Exchange, and regain compliance with Sections 1003(a)(i),
(ii) and (iii) of the Company Guide by June 27, 2018. If the
Company fails to do so, the Company will be subject to delisting
procedures as set forth in the Company Guide. The Company may
then appeal such a determination by the staff of the Exchange in
accordance with the provisions of the Company Guide. There can be
no assurance that the Company will be able to achieve compliance
with the Exchanges continued listing standards within the
required time frame. Until the Company regains compliance with
the Exchanges listing standards, a .BC indicator will be affixed
to the Companys trading symbolto denote non-compliance with the
Exchanges continued listing standards; provided that as disclosed
in the Current Report on Form 8-K filed by the Company on
November 9, 2016, a .BC indicator is already affixed to the
Companys trading symbol due to the fact that the Company was not
in compliance with Section 1003(f)(v) of the Company Guide until
notified on May 3, 2017 that it has now regained compliance under
such Section.
listing of the Companys common stock, provided that in order to
maintain its listing on the Exchange, the Company must continue
to make progress consistent with the Plan previously approved by
the Exchange, and regain compliance with Sections 1003(a)(i),
(ii) and (iii) of the Company Guide by June 27, 2018. If the
Company fails to do so, the Company will be subject to delisting
procedures as set forth in the Company Guide. The Company may
then appeal such a determination by the staff of the Exchange in
accordance with the provisions of the Company Guide. There can be
no assurance that the Company will be able to achieve compliance
with the Exchanges continued listing standards within the
required time frame. Until the Company regains compliance with
the Exchanges listing standards, a .BC indicator will be affixed
to the Companys trading symbolto denote non-compliance with the
Exchanges continued listing standards; provided that as disclosed
in the Current Report on Form 8-K filed by the Company on
November 9, 2016, a .BC indicator is already affixed to the
Companys trading symbol due to the fact that the Company was not
in compliance with Section 1003(f)(v) of the Company Guide until
notified on May 3, 2017 that it has now regained compliance under
such Section.
ITEM 7.01 REGULATION FD DISCLOSURE.
The Company issued a press release on May 9, 2017, announcing
that the Company had received notice from the Exchange indicating
that it had regained compliance with the Exchanges continued
minimum stock price listing standards, but does not satisfy the
continued listing standards of the Exchange with respect to
minimum stockholders equity. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated by
reference herein.
that the Company had received notice from the Exchange indicating
that it had regained compliance with the Exchanges continued
minimum stock price listing standards, but does not satisfy the
continued listing standards of the Exchange with respect to
minimum stockholders equity. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated by
reference herein.
In accordance with General Instruction B.2 of Form 8-K, the
information presented herein under Item 7.01 and set forth in the
attached Exhibit 99.1 is deemed to be furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information and
Exhibit be deemed incorporated by reference into any filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, each as amended.
information presented herein under Item 7.01 and set forth in the
attached Exhibit 99.1 is deemed to be furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information and
Exhibit be deemed incorporated by reference into any filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, each as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit No.
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Description
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99.1
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Press Release dated May 9, 2017
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Forward-Looking Statements
Some of the statements contained in this report discuss future
expectations, contain projections of results of operations or
financial condition, or state other forward-looking
information. The words believe, intend, plan, expect,
anticipate, estimate, project, goal and similar expressions
identify such a statement was made, although not all
forward-looking statements contain such identifying words.
These statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual
results to differ materially from those contemplated by the
statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. Factors that
might cause or contribute to such a discrepancy include, but
are not limited to, the risks discussed in this and our other
SEC filings. We do not promise to or take any responsibility to
update forward-looking information to reflect actual results or
changes in assumptions or other factors that could affect those
statements except as required by law. Future events and actual
results could differ materially from those expressed in,
contemplated by, or underlying such forward-looking statements.
expectations, contain projections of results of operations or
financial condition, or state other forward-looking
information. The words believe, intend, plan, expect,
anticipate, estimate, project, goal and similar expressions
identify such a statement was made, although not all
forward-looking statements contain such identifying words.
These statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual
results to differ materially from those contemplated by the
statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. Factors that
might cause or contribute to such a discrepancy include, but
are not limited to, the risks discussed in this and our other
SEC filings. We do not promise to or take any responsibility to
update forward-looking information to reflect actual results or
changes in assumptions or other factors that could affect those
statements except as required by law. Future events and actual
results could differ materially from those expressed in,
contemplated by, or underlying such forward-looking statements.
PEDEVCOs forward-looking statements are based on assumptions
that PEDEVCO believes to be reasonable but that may not prove
to be accurate. PEDEVCO cannot guarantee future results, level
of activity, performance or achievements. Moreover, PEDEVCO
does not assume responsibility for the accuracy and
completeness of any of these forward-looking statements.
PEDEVCO assumes no obligation to update or revise any
forward-looking statements as a result of new information,
future events or otherwise, except as may be required by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
that PEDEVCO believes to be reasonable but that may not prove
to be accurate. PEDEVCO cannot guarantee future results, level
of activity, performance or achievements. Moreover, PEDEVCO
does not assume responsibility for the accuracy and
completeness of any of these forward-looking statements.
PEDEVCO assumes no obligation to update or revise any
forward-looking statements as a result of new information,
future events or otherwise, except as may be required by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
About PEDEVCO CORP. (NYSEMKT:PED)
PEDEVCO Corp. is an energy company, which is engaged in the acquisition, exploration, development and production of oil and natural gas shale plays in the Denver-Julesberg Basin (D-J Basin) in Colorado. The D-J Basin contains hydrocarbon bearing deposits in several formations, including the Niobrara, Codell, Greenhorn, Shannon, J-Sand and D-Sand. The Company’s operating properties are located in the Wattenberg, Wattenberg Extension and Niobrara formation in the D-J Basin. It holds over 16,160 net D-J Basin acres located in Weld and Morgan Counties, Colorado through its subsidiary, Red Hawk Petroleum, LLC, which acreage is located in the Wattenberg and Wattenberg Extension areas of the D-J Basin that it refers to as D-J Basin Asset. It holds interest in Caspian Energy, Inc., which holds a working interest in production and exploration licenses for an oil and gas producing asset, which covers an area of approximately 380,000 acres and is located in the Pre-Caspian Basin in Kazakhstan. PEDEVCO CORP. (NYSEMKT:PED) Recent Trading Information
PEDEVCO CORP. (NYSEMKT:PED) closed its last trading session down -0.050 at 0.530 with 9,409 shares trading hands.
